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Exhibit 10.1
RESIGNATION
AGREEMENT dated as of November 21, 2007 (this
“Agreement”), among Affiliated Computer Services, Inc.,
a Delaware corporation (the “Company”), Darwin Deason,
Lynn R. Blodgett and John H. Rexford, in their individual
capacities and in their capacities as officers and directors of the
Company (collectively, the “Directors”) and [•]
(“Former Director”).
WHEREAS,
Former Director shall resign as a director of the Company promptly
following execution of this Agreement.
WHEREAS,
Former Director, the Directors and the Company desire to enter into
certain arrangements in connection with Former Director’s
resignation from the Company’s Board of Directors (the
“Board”).
NOW,
THEREFORE, in consideration of the foregoing and the respective
covenants set forth herein, the parties hereto agree as
follows:
SECTION 1.
Releases . (a) Each of the Company and each of the
Directors, in any capacity, hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges Former Director
and Former Director’s affiliates, agents, representatives and
advisors (“Representatives”) from any and all claims,
charges, complaints, demands, actions, causes of action and suits
of every kind and nature, known or unknown, which the Company or
any Director ever had, now has or shall in the future have against
Former Director or any of the Representatives that result from or
otherwise relate in any way to Former Director’s service as a
director of the Company; provided, that this release shall not
extend to (i) any criminal acts, (ii) any stockholder
derivative suits (other than stockholder derivative suits brought
by a Director in his capacity as a stockholder) and (iii) any
rights of the Company under this Agreement. Each of the Company and
the Directors hereby represents and warrants to the Former Director
that, to the best of its or his knowledge, it or he has not
willfully violated any statute, regulation or law.
(b) Former Director hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges the Company, and
each subsidiary or affiliate of the Company and their current or
former officers, directors, stockholders and employees (the
“Released Parties”) from any and all claims, charges,
complaints, demands, actions, causes of action and suits of every
kind and nature, known or unknown, which Former Director ever had,
now has or shall in the future have against the Released Parties
that result from or otherwise relate in any way to Former
Director’s service as a Director of the Company; provided,
that this release shall not extend to (i) any criminal acts,
(ii) any rights that Former Director may have under the
Company’s Second Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”) and
the Company’s Bylaws (the “Bylaws”),
(iii) any rights of Former Director under applicable law, this
Agreement or the Indemnification Agreement between the Company and
Former Director dated as of [ ] (the “Existing
Indemnification Agreement”) and (iv) any claims for
indemnification or contribution (including by way of cross-claim or
claim over) that Former Director ever had, now has or shall in the
future have against any of the Released Parties arising out of, in
connection with or in any way relating to any of the following
actions (the “Actions”) or any other actions or
proceedings of any nature filed in the future (whether related or
unrelated to the Actions): In re Affiliated Computer Services, Inc.
Shareholder Litig., Civ. Action No. 2821-VCL (Del. Ch. Ct.);
Brandin v. Deason, et al., Civ. Action No. 2123-N (Del. Ch.
Ct.); In re Affiliated Computer Services, Deriv. Litig., Master
File No. 3:06-cv-1110-M (U.S.D.C. N.D. Tx.); In re Affiliated
Computer Services ERISA Litigation, Master File
No. 3:06-cv-1592-M (U.S.D.C. N.D. Tx.); and In re Affiliated
Computer Services, Inc., Deriv. Litig., Cause No. 06-03403
(Dallas County, Tx., 193rd Judicial District). Former Director
hereby represents and warrants to each other party hereto that, to
the best of his knowledge, he has not willfully violated any
statute, regulation or law.
SECTION
2. Indemnification; Fees. (a) The Company hereby
reaffirms the indemnification, advancement, exculpation and all
other rights of Former Director under applicable law, the
Certificate of Incorporation, the Bylaws and the Existing
Indemnification Agreement.
(b) Without limiting any of Former Director’s rights
under Section 2(a) above, the Company (i)&nb
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